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MAS REAL ESTATE INC - Abridged Private Placement Memorandum and Announcement of Capital Raising

Release Date: 28/01/2013 08:30
Code(s): MSP     PDF:  
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Abridged Private Placement Memorandum and Announcement of Capital Raising

MAS Real Estate Inc.
(formerly MAS plc)
(Registered in the British Virgin Islands)
(Registration number 1750199)
(Registered as an external company in the
Republic of South Africa)
(Registration number 2010/000338/10)
JSE share code: MSP
SEDOL (XLUX): B96VLJ5
SEDOL (ALTX): B96TSD2
ISIN: VGG5884M1041
(“MAS” or “the Company”)

ABRIDGED PRIVATE PLACEMENT MEMORANDUM AND ANNOUNCEMENT OF CAPITAL RAISING


1.     Introduction
       1.1.   The information in this abridged private placement memorandum has been extracted from the
              private placement memorandum dated 28 January 2013 (“PPM”) and is not an invitation to the
              public to subscribe for shares in MAS. It is issued in compliance with the Luxembourg Stock
              Exchange’s (“LuxSE”) Rules and Regulations (“LuxSE Listings Requirements”) and the JSE
              Limited (“JSE”) Listings Requirements for the purposes of providing information to select investors
              with regards to the private placement, further details of which are set out below. A potential
              investor should consult with its own legal, business and tax advisers to determine the
              appropriateness and consequences of an investment in the Company.
       1.2.   The PPM relates to a private placement of up to 32 596 251 shares of no par value (“private
              placement shares”) in the share capital of MAS at an issue price of €1.05 per share, thereby
              raising up to €34 226 063 or approximately R400 000 000 (before private placement expenses)
              (“the private placement”) in South Africa, the British Virgin Islands (“BVI”), Europe and the Isle of
              Man (“IOM”).

2.     Rationale for the private placement
       2.1.   The purpose of the private placement is to:
              - raise additional capital to fund the acquisition of further properties;
              - enhance the size of the free float of shareholders on both the Euro-MTF market of the LuxSE
                (“Euro-MTF market”) and the Altx of the JSE (“Altx”), in order to create liquidity in the share;
                and
              - provide existing shareholders with the opportunity to subscribe for additional shares in MAS.
       2.2.   It is intended that the capital raised through the private placement will be applied to fund new
              property acquisitions.
       2.3.   The board of directors of MAS (“the board” or “the directors”) retain discretion to determine the
              final allocation of the private placement proceeds, which will be subject to the approval of the
              independent directors.

3.     Details of the private placement
       3.1.   The private placement shares will be offered for subscription to existing shareholders in proportion
              to their existing shareholding in MAS and in compliance with the pre-emptive rights set out in the
              articles of association of MAS. The prescribed period for the offer to existing shareholders
              pursuant to the pre-emptive rights will run concurrently with the offer to third parties from the
              opening date of the private placement. For the sake of clarity, the rights of existing shareholders
              under the pre-emptive rights do not constitute warrants and will not be listed or separately traded
              on either of the Euro-MTF market or the Altx. To the extent that the private placement is not fully
              subscribed by existing shareholders, the private placement shares will be offered to those
              specifically identified individuals, selected financial institutions and business associates of MAS in
              South Africa, the BVI, Europe and the IOM.
       3.2.   Existing shareholders and those specifically identified individuals, selected financial institutions
              and business associates of MAS in South Africa, the BVI, Europe and the IOM (“applicants”) that
              have been invited to apply should do so by completing the private placement application forms,
              which will be sent to them in accordance with the provisions of the PPM and the instructions
              contained in the private placement application forms.
       3.3.   No offer will be made to the public in respect of the private placement. The private placement is
              open to applicants only.
       3.4.   Applicants should note that the Rand-denominated subscription consideration will be converted
              from Rand to Euro at the closing spot exchange rate on the closing date of the private placement
              and that the private placement shares will only be issued on market as listed shares.
       3.5.   The private placement will not be underwritten.

4.     Future capital raising
       It is the intention of the Company to raise additional capital in the coming years. The expansion of the
       capital base will be undertaken to exploit continued investment opportunities for the construction of the
       Company’s overall portfolio. The Company will endeavour to give all MAS shareholders an equal
       opportunity to subscribe for additional shares in MAS, provided that this makes commercial sense and
       subject to regulatory requirements. Detailed announcements will be made to shareholders in this regard
       as and when additional capital raisings take place.

5.     Prospects
       The directors believe that the Company has excellent prospects on the basis of:
       5.1.   the current portfolio;
       5.2.   current market conditions; and
       5.3.   access to future deal flow,
       as a result of which, the directors believe MAS will ultimately achieve the desired dividend yield in line with
       the Company’s expectations detailed in the PPM.

6.     Migration of Altx listing to the Main Board of the JSE
       The Company’s current JSE listing is on the Altx. MAS recognises the constraints this places on potential
       institutional investors and is intent on migrating its listing to the JSE’s Main Board as soon as
       circumstances will allow it do so and following all necessary approval.

7.     Financial information
       7.1.   MAS’ unaudited consolidated pro forma statement of financial position as at 31 August
              2012 (“Pro Forma Statement”)
              7.1.1.      The Pro Forma Statement and the explanatory notes thereto are set out in Annexure
                          7 of the PPM.
              7.1.2.      The Pro Forma Statement has not been reviewed or reported on by the Company’s
                          independent auditors.
              7.1.3.      The Pro Forma Statement has been prepared to reflect the anticipated financial
                          position of MAS following the private placement. The Pro Forma Statement has been
                          prepared for illustrative purposes only and because of its nature may not fairly
                          represent MAS’ financial position.
              7.1.4.      The Pro Forma Statement has been compiled in compliance with the accounting
                          policies of MAS.

       7.2.   Historical financial information of MAS
              7.2.1.      The audited consolidated annual financial statements of MAS for the years ended
                          28 February 2012, 2011 and 2010 are available on the Company’s website:
                          www.masrei.com. Extracts of the audited consolidated annual financial statements of
                          MAS for the years ended 28 February 2012, 2011 and 2010 are presented in
                          Annexure 8 of the PPM.
              7.2.2.      The unaudited consolidated interim financial statements of MAS for the six months
                          ended 31 August 2012 are also presented in Annexure 8 of the PPM.
              7.2.3.      The compilation, contents and presentation of the financial information in the PPM
                          and the annexures is the responsibility of the directors.

8.     Important dates and times(1)
       The important dates and times in respect of the private placement are set out below.
                                                                                                                    2013

       Last day to trade for existing shareholders to be recorded on the share                        Friday, 18 January
       register to be entitled to participate in the private placement

       Record date for existing shareholders to participate in the private placement                  Friday, 25 January

       Opening date of the private placement at 09:00 (CET) on                                        Monday, 28 January

       Announce the private placement memorandum on the LuxSE website and                             Monday, 28 January
       SENS

       Closing date of the private placement at 12:00 (CET) on                                    Wednesday, 13 February

       Results of the private placement released on the LuxSE website and SENS                     Thursday, 14 February

       Notification of allotments                                                                    Friday, 15 February

       Payment of subscription amount and accounts at CSDP, banks or broker                        Thursday, 21 February
       updated on or before 08:00 (CET) on

       Listing of private placement shares on Euro-MTF market and Altx at                          Thursday, 21 February
       commencement of trade on

       Posting of share certificates in respect of certificated shareholders that                  Thursday, 21 February
       subscribed for shares in terms of the private placement on

       Accounts at CSDP, banks or broker updated in respect of dematerialised                      Thursday, 21 February
       shareholders that subscribed for shares in terms of the private placement
       on(2)

       Refund of any over-subscriptions for applicants subscribing for certificated                  Friday, 22 February
       shares

       Notes
       (1) All references to time are Central European times. The dates and times above are subject to amendment. Any such
           amendment will be released on the LuxSE website and SENS.
       (2) Payment in respect of dematerialised shareholders will be on a delivery versus payment basis.

9.     Copies of the PPM
       The PPM is available in English only. The PPM is available to applicants on the Company’s website
       (www.masrei.com) and hard copies will be provided to applicants in due course.

       In the PPM an indicative exchange rate of €1:R11.6870 has been used. Applicants should note that the
       shares in MAS are Euro-denominated shares and therefore the Rand-denominated subscription
       consideration raised in terms of the private placement for shares shall be converted from Rand to Euro at
       the closing spot exchange rate on the closing date of the private placement, and therefore certain figures
       stated in the PPM and this announcement, including, inter alia, the number of issued shares and the
       market capitalisation of MAS may vary from the actual figures on listing of the private placement shares,
       depending on movements in the exchange rate. The board of the Company does not believe that any such
       variations will be material, however in the event that there are material variations, MAS will make an
       announcement on the LuxSE website and SENS. In line with the exchange control approval obtained by
       the Company from the South African Reserve Bank, the shares will only be allotted and issued to the
       applicants on the listing date of the private placement shares and will only be issued on market as listed
       shares.

28 January 2013

For further information please contact:
Helen Cullen, Company secretary, MAS Real Estate Inc.             +44 1624625000
Java Capital, Corporate advisor and JSE sponsor                   +27 11 2830042
Charl Brand, M Partners, Luxembourg legal advisor                 +352 263868602

Date: 28/01/2013 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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